其他更加坚定的股东则对这项计划投了反对票，其中包括佛罗里达州管理委员会（Florida State Board of Administration）、对冲基金Wintergreen Advisers和安大略教师退休基金（Ontario Teachers' Pension Plan）等。自从3月7日这项计划提上议事日程以来，Wintergreen Advisers便发起了一场反对它的代理人战争。加州州立教师退休系统（California State Teachers Retirement System ，CalSTRS）直到年度大会召开前的一天才突然改变态度，选择支持该计划。
Although Coca-Cola's (KO) controversial equity compensation plan was apparently approved by a majority of shareholders at the company's annual meeting in Atlanta this week, it appears to be a half-hearted approval.
Under the plan, Coke's managers are to be paid generously with company shares if they achieve specific performance goals. Critics have said the plan would dilute the holdings of current shareholders too much, but it still passed at Coke's annual meeting.
Warren Buffett's insurance conglomerate Berkshire Hathaway (BRKA) is one of the largest owners of Coke's stock, with a little over 9% of the company's shares. Buffett thought the compensation plan was excessive too, but instead of voting against it he, rather ineffectively, abstained.
Other shareholders with stronger stomachs did vote against the plan, including the Florida State Board of Administration, Wintergreen Advisers -- which has been waging a proxy war against the plan since it was first proposed on March 7 -- and the Ontario Teachers' Pension Plan. CalSTRS, the California State Teachers Retirement System, reversed its vote and approved the plan only days before the annual meeting.
Coke's preliminary voting results, released shortly after the meeting, indicate that the "Coca-Cola Company 2014 Equity Plan," as it is officially called, was approved by 83% of the "votes cast." Since the "votes cast" excluded Buffett's votes, as well as any other abstentions, this figure looks questionable. It significantly overestimates the level of approval. In fact, the official vote count filed with the SEC late yesterday showed that less than half of the outstanding shares voted for the plan -- 49.77%, to be precise, with the rest opposing, abstaining, or simply not voting. Coke has 4.4 billion shares outstanding, according to SEC filings.
In a release, David Winters, CEO of Wintergreen Advisers, LLC, said:
Coca-Cola's plan failed to attract support from a majority of shareholders, including its largest shareholder, Berkshire Hathaway. Wintergreen believes that no company should implement an equity plan without the support of a majority of its shareholders, least of all a great company like Coca-Cola. It is clear to us that Coca-Cola failed to earn a shareholder mandate to fully implement the 2014 equity plan and we call on Coca-Cola's Board of Directors to withdraw or scale back the plan. According to SEC filings, Coca-Cola had more than 66 million shares available for issuance under existing equity plans as of February 20th, which we believe would allow it to continue to issue stock awards while developing a more shareholder friendly plan.
A reasonable response to this would certainly seem the shareholder-friendly way forward, especially since the company's largest single shareholder disapproved.
But what was the problem with the plan?
Winters had earlier denounced the plan as a transfer of value from shareholders to management. Basically, in order to reward executives and other senior employees with stock -- stock options, performance shares, or restricted stock -- companies must reserve a certain number of shares to use as rewards, and they need to gain stockholder approval in order to do this. In Coke's case, the shareholders who voted against the plan felt Coke would be taking too many shares to give to management, and that shareholders would lose out as a result -- a process called "dilution."
The new plan called for 500 million shares to be reserved, but there were already hundreds of millions of shares committed, so the dilution level had also to include those shares. Indeed, Coke included a handy formula for calculating dilution in its proxy. (It included the formula, but not the answer.) There have been as many figures for dilution thrown around, so using Coke's formula I performed my own calculation and came up with a figure of 15.9%. In other words, more than a sixth of the firm's stock will be set aside to reward management.
Many Coke shareholders felt the company's compensation plan was a transfer of ownership, and they voted against it, or abstained. Neither of the two major proxy advisory firms -- ISS and Glass Lewis (which is partly owned by Ontario Teachers') -- told their clients to vote against the plan, but many did anyway.
Coke has offered a lot of complicated reasons to mitigate this figure, but however you slice it, 16% of the company's shares could be used for management and for nothing else.
Coca-Cola did not respond to a request for comment in time for this story's publication.